COLLABNET LICENSE AGREEMENT
- Changes. At any time CollabNet may supplement or amend these Terms of Service. Out of courtesy, CollabNet will provide notice to you of any changes affecting cancellation or payment of fees by email to the email address nominated by you in your registration form. You should ensure that your nominated email address is always current and up to date. Changes requested by you to the Terms of Service must be agreed to in writing by CollabNet.
- Accuracy of your registration information. You agree to provide accurate, current and complete information as prompted by the registration form ("Registration Data"), which you will fill out online in order to gain access to the CloudForge Service. You should maintain and promptly update the Registration Data to keep it accurate, current and complete.
- Account ownership. In completing the Registration Data, you will be asked to specify an Account Owner. You acknowledge and agree that in the event of any dispute regarding ownership of or entitlement to access your account, CollabNet will defer to the current nominated Account Owner. If there are any changes to the Account Owner, you must notify CollabNet to ensure your Registration Data is updated.
- Email and notices. When providing legal notices to you, CollabNet will either post them on the CloudForge website or send an email to the address currently listed in your Registration Data.
- Account security. You are responsible for safeguarding the password that you use to access the CloudForge Service. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify CollabNet of any unauthorized use of your password. You acknowledge that if you wish to protect your transmission of data to CollabNet, it is your responsibility to use a secure encrypted connection to communicate with and/or utilize the CloudForge Service.
- Account name change. You may change your "Organization Name" (also referred to as the "Long Name") at any time by contacting CollabNet support. Changing your "System Name" (also referred to as "short name" or "alias") will incur a $150 System Change fee, for technical reasons described at "Account / Organization Name Change Policy" in the CloudForge Community Help.
- Billing. CollabNet charges and collects for the CloudForge Service in advance under your agreed CloudForge plan. You can elect to purchase the CloudForge Service under your agreed CloudForge plan either for one month, one year, or multiple years (although if you purchase the CloudForge Service for multiple years, you must pay via wire transfer or check, not via credit card). On the renewal date CollabNet will automatically renew the plan and bill your nominated payment method. If you do not wish to renew then you must cancel your plan according to terms outlined in Clause 11 (below) a minimum of forty-eight (48) hours prior to the renewal date. Unless specified otherwise, all fees and charges are non-refundable and there are no refunds or credits for partially used periods.
- Grace period. CollabNet allows you a thirty (30) day grace period from the due date of the invoice to bring your balance current. If you do not bring your balance current within this thirty (30) day grace period, CollabNet may use its discretion to suspend your access to the CloudForge Service until the amount outstanding is paid in full. Your obligation to pay for the CloudForge Service continues during the suspension. If the amount outstanding is not paid in full within ninety (90) days of the due date of the invoice, your Account will be automatically archived and canceled by CollabNet (see "Data Archive Following Cancellation" below). You agree and acknowledge that CollabNet has no obligation to retain your Data.
"Data" includes all data stored by you through use of the CloudForge Service.
- Changes to your payment details. If you want to change your method of payment or other payment details, you may edit your information by accessing your "Billing" page on the CloudForge website. If your credit card reaches its expiration date, your continued use of the CloudForge Service constitutes your authorization for CollabNet to continue billing that credit card and you remain responsible for any uncollected amounts. It is your responsibility to keep your contact information and payment information current and updated.
- Account cancellation. Your CloudForge account will continue in effect unless and until you cancel the account or CollabNet terminates your account. You may cancel your plan at any time from within the "Billing" page of the CloudForge application, or by notifying CollabNet Support in writing or by email. You must cancel your CloudForge account at least forty-eight (48) hours before the end of your billing cycle anniversary date in order to avoid billing of the next cycle's fees to your credit card or nominated payment method.
- Data archive following cancellation. When you cancel your account, your service will be cancelled and your Data will be promptly deleted in accordance with applicable law, and you agreed that you will hold CollabNet harmless from any claims of loss or damage due to such Data destruction.
- Free accounts. If you maintain an account previously offered by CollabNet free of charge (“Free Account”), you may continue to use such Free Account provided that you remain an active user of the system. CollabNet reserves the right to terminate Free Accounts that have not been actively used for a period of three (3) months. If a Free Account is inactive for three (3) months, then CollabNet reserves the right to delete your account and all data contained within, without notice.
- Upgrade plan level: You can upgrade at any time to a higher level of service under a new CloudForge plan that is at least of the same duration as your existing plan. Existing system credit will be applied towards upgraded service level, and the difference between the old and new plans will be charged on a pro-rata basis. Your billing cycle will remain the same.
- Upgrading your plan term: You can upgrade at any time to a longer plan term (e.g., from monthly to quarterly or annually/multi-annually). The upgrade to plan length will occur at the end of the next billing cycle and the new billing cycle of extended duration will commence from this anniversary date (e.g., if you opt to increase from monthly to annually and your current billing cycle ends on January 5, the new annual billing cycle will commence from this date so that the next billing cycle will not conclude until January 5 on the following year).
- Upgrade plan level and increase plan term: You can upgrade at any time to a higher level of service under a new CloudForge plan and also increase your plan term (e.g., from monthly to quarterly or annually). The upgrade to the plan level will occur immediately and existing system credit will be applied towards upgraded service level, with the difference between the old and new plans charged on a pro-rata basis. Your billing cycles will be modified in the same manner as indicated in subsection b. above.
- Upgrade plan level but reduce plan term: You can upgrade at any time to a higher level of service under a new CloudForge plan and also change the billing cycle (e.g., monthly instead of quarterly). Existing system credit will be applied towards your upgraded service level, and the difference between the old and new plans will be charged on a pro-rata basis. Your billing cycle will be re-set so that the date on which you are billed will commence from the day that you nominate to upgrade to the higher plan and change the billing cycle (e.g., if you make this nomination on January 5 and opt to go to a monthly cycle, the next billing date will be February 5. If you make this nomination on January 31, then the next billing date will be February 28 and the following billing date will be March 31).
- Downgrade plan level: You may request a downgrade to your CloudForge plan at any time within the current billing cycle up to and including the seven (7) day period at the end of your billing cycle. However, the downgrade will not take effect until the end of the current billing cycle. The billing cycle end will remain unchanged
- Your responsibilities. You acknowledge and agree that you should not rely on the CloudForge Service for any reason. You further acknowledge and agree that you are solely responsible for maintaining and protecting all Data that is stored, retrieved or otherwise processed by the CloudForge Service. Without limiting this, you will be responsible for all costs and expenses that you or others may incur with respect to backing up, and restoring and/or recreating any Data and information that is lost or corrupted as a result of your use of the CloudForge Service.
- Data backup. CollabNet will maintain a backup every 10 minutes to all Data on multiple servers, but makes no claim about the accuracy and reliability of these backups.
- Transmission of data. You acknowledge and agree that the technical processing and transmission of your electronic communications is fundamentally necessary to your use of the CloudForge Service. You agree that CollabNet is not responsible for any electronic communications and/or Data which are lost, altered, intercepted or stored without authorization during the transmission of any Data across networks not owned and/or operated by CollabNet.
- Customer support. You will receive support in accordance with the CloudForge plan you have subscribed to as set out at the CloudForge Support Services webpage. Additional support can be purchased for a fee.
- Third party software. CollabNet is not responsible for the code that implements any third party software or service used in the CloudForge Service nor is CollabNet responsible for the code that implements any third party software or services provided via a non-web interface. This is the responsibility of the implementers of the third party software. This software is provided to you "as is" and CollabNet makes no representation nor provides any warranty to you as to its availability, reliability, suitability or timeliness.
- CloudForge Uptime Service Level Agreement. The CloudForge Uptime Service Level Agreement can be found at: http://www.cloudforge.com/uptime-sla. It may not apply to your use of the CloudForge Service as described therein.
- Your Proprietary rights. CollabNet acknowledges that your Data may be your property and protected by your intellectual property rights. CollabNet will not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way your Data, unless as part of the standard supply of the CloudForge Service or at your direction (e.g., for backup purposes).
- CollabNet's Rights. All right, title, and interest in and to the CloudForge website, its content, and the CloudForge Service (including all intellectual property rights therein) are and will remain the exclusive property of CollabNet and its licensors. The CloudForge website, its content, and the CloudForge Service are protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly permitted in these Terms of Service, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the proprietary content incorporated in the CloudForge website or the CloudForge Service. You may not copy or modify the HTML or other code used to generate web pages on the CloudForge website.
- Marketing. You agree that CollabNet may identify you as a CloudForge customer in client lists and may use your name, company and/or logo for this purpose in its marketing materials and press releases.
- Indemnification. You agree to defend, indemnify, and hold CollabNet, its affiliates and their respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses and expenses, including, without limitation, reasonable attorneys' fees and costs, arising out of or in any way connected with: (i) your access to or use of the CloudForge Service; (ii) your violation of these Terms of Service; or (iii) your violation of any third party rights, including without limitation intellectual property rights.
- CloudForge is available "AS IS". THE CLOUDFORGE SERVICE IS PROVIDED "AS IS", WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, COLLABNET EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. YOU ACKNOWLEDGE THAT USE OF THE CLOUDFORGE SERVICE MAY RESULT IN UNEXPECTED RESULTS, LOSS OR CORRUPTION OF DATA OR COMMUNICATIONS, PROJECT DELAYS, OTHER UNPREDICTABLE DAMAGE OR LOSS, OR EXPOSURE OF YOUR DATA TO UNINTENDED THIRD PARTIES.
COLLABNET MAKES NO WARRANTY THAT THE CLOUDFORGE SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. COLLABNET MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED THROUGH THE CLOUDFORGE WEBSITE, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE CLOUDFORGE SERVICE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COLLABNET OR THROUGH THE CLOUDFORGE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
- Limitation of CollabNet liability. IN NO EVENT WILL COLLABNET BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE, OR FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE CLOUDFORGE SERVICE, OR FOR ANY ERROR OR DEFECT IN THE CLOUDFORGE SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT COLLABNET HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT COLLABNET IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THIS RESTS ENTIRELY WITH YOU. YOU AGREE THAT THE AGGREGATE LIABILITY OF COLLABNET TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF THE CLOUDFORGE SERVICE IS LIMITED TO LOWER OF: a) THE AMOUNTS YOU HAVE PAID TO COLLABNET DURING THE THREE MONTH PERIOD PRIOR TO SUCH CLAIM, FOR ACCESS TO AND USE OF THE CLOUDFORGE SERVICE, OR b) ONE HUNDRED ($100) U.S. DOLLARS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COLLABNET AND YOU.
- Termination. If you violate any of these Terms of Service, your permission to use the CloudForge Service will automatically terminate. CollabNet reserves the right to revoke or suspend your access to and use of the CloudForge Service at any time, with or without cause, and with or without notice.
- Waiver. CollabNet’s failure to exercise or delay in exercising a right or power does not operate as a waiver of that right or power and does not preclude the future exercise of that right or power.
- Governing Law. These Terms of Service and any action in relation to them will be governed by the laws of the State of California without regard to its conflict of law provisions. The exclusive jurisdiction and venue of any such action will be the state and federal courts located in Santa Clara County, California, and you waive any objection to jurisdiction and venue in such courts.
- Assignment. You will not assign or transfer all or any of your rights or obligations under these Terms of Service without the prior written consent of CollabNet.
- Severance. Any illegal or invalid provision of these Terms of Service will be severable and all other provisions will remain in full force and effect.
- Tax. You are responsible for all taxes which may be payable in respect of the provision of the CloudForge Service to you and unless otherwise legislated in the jurisdiction which is relevant to your purchase of the CloudForge Service.
- Beta Services. We may offer certain CloudForge Services as beta services ("beta", "Beta Service" or “Beta Services”) for the purpose of testing and evaluation. Beta Services have no SLA and do not have equivalent features to our commercial service. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that CollabNet will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.
- Training Credits Description: Training Credits are a purchase option which may be used to acquire education services from CollabNet (“Education Services”) for use throughout the year. Training Credits may only be used to acquire Education Services at the price in effect at the time you order them, and may not be used for any Education Services that are subject to a discount or a promotion upon purchase. Training Credits are valid for a period of 6 months from the date your order is accepted by CollabNet, and no refund will be granted for Education Services not used prior to the end of such period. All Training Credits must be redeemed in U.S. Dollars (USD), and may not be used as a payment method for obtaining additional Training Credits. Training Credits are non-refundable, non-transferable, and non-assignable.
- Payment Options: Training Credits must be pre-paid in advance via credit card.
- Ordering Documentation: You may be required to execute standard CollabNet ordering documentation when using Training Credits to order Education Services. These terms and conditions shall not be varied or amended by any additional or conflicting terms found on, referenced in or attached to any Purchase Order that you issue, and any additional or conflicting obligations placed on CollabNet by such additional or conflicting terms shall be void.
- IP Ownership: All reports, training materials or other deliverables are the intellectual property of CollabNet.
Last Updated Oct 22, 2015